Chapter Bylaws
ARTICLE I. NAME
Section 1.
The name of this association shall be Friends of Gorges State Park (hereinafter referred to as FOG). EIN # 46-2812843
ARTICLE II. ARTICLES OF ASSOCIATION
Section 1.
The association is a nonprofit corporation operating as an independent Chapter of the Friends of State Parks, Inc. (FSP) as organized under the laws of the State of North Carolina (IRS tax id # 58-1634155).
ARTICLE III. PURPOSE
Section 1.
The purpose of FOG shall be to support Gorges State Park, the park lands and trails within and adjacent, and the rivers that run through; developing and promoting public awareness; providing support and resources for personnel and the maintenance of programs, facilities and recreation; advocating for ecological conservation and preservation; and addressing environmental issues. These purposes are exclusively nonprofit, charitable, and educational. All actions and activities shall be in compliance with the Memorandum of Agreement (MOA) between the North Carolina Department of Natural and Cultural Resources and the Friends of Gorges State Park, Inc. dated December 3, 2013.
ARTICLE IV. MEMBERSHIP
Section 1.
Membership in FOG shall be open to any individual, group, or corporation who subscribes to and supports the purposes of FOG and shall be in good standing upon payment of the prescribed annual dues.
Section 2.
There shall be six (6) non-business membership categories: Student / Senior, Individual, Family, Founders Society, Bedrock and Trailhead.
Section 3.
Any individual desiring to become a member of Friends of Gorges State Park in any non-business category may do so by application for such membership and payment of dues hereinafter set forth for that category of membership. An individual member shall be entitled to one vote on all matters submitted to a vote of the membership.
Section 4.
There shall be two (2) business membership categories: Business Friend and Business Sponsor.
Section 5.
Any business desiring to become a member of FOG may do so by submitting to the Board of Directors an application and payment of dues specified for that category of membership. A business membership shall be entitled to one vote on all matters submitted to a vote of the membership.
Section 6.
No individual shall hold membership in more than one membership category.
Section 7.
All (Permanent and Seasonal) Park staff shall automatically be enrolled in the Family Membership category.
Section 8.
All members shall enjoy the same rights and privileges. Each member shall be entitled to vote on all matters presented to the membership at the annual meeting and special meetings of the membership.
Section 9.
The organization shall conduct an annual enrollment of memberships and persons may be admitted to membership at any time. Memberships shall be for a one (1) year period with annual renewal decided by the Board of Directors.
Section 10.
Membership shall be terminated by resignation or by non-payment of dues.
ARTICLE V. DUES
Section 1.
The amount of annual dues for each category of membership shall be determined by the Board of Directors.
Section 2.
Dues shall be paid in full to FOG prior to membership period beginning.
ARTICLE VI. BOARD OF DIRECTORS
Section 1.
The affairs of FOG shall be managed by the Board and its Executive Committee. Committees may manage the FOG affairs that fall within their defined bounds, as approved by the Board. The President and Vice-President #2 shall work with the Park Superintendent in coordinating Marketing and Responses to Park Affairs.
Section 2.
The Board shall consist of a minimum of five (5) and no more than thirteen (13) Directors, including five Officers and no more than eight (8) at-large members. The Directors shall be elected by the membership at the annual business meeting of the membership. Any Directorships, up to thirteen (13), not filled by the membership shall be treated as vacancies to be filled by the Executive Committee as recommended by any Board Member and approved by the Board of Directors. All Board members must be a Member of FOG in good standing.
Section 3.
The Past President shall be an ex-officio member of the Board but shall have no voting rights on the Board except in the event of a tie vote. In the event the Past President’s terms limits have not been met, it shall be their choice to become an Ex-Officio Bord member or return to a General Board Members position. The Park Superintendent shall be a non-voting ex-officio member of the Board.
Section 4.
Directors shall assume their official duties, following the closure of the annual business meeting at which they were elected and shall serve for a term of two years until the election of their successors.
Section 5.
The Five (5) Officers and the Past President shall constitute an Executive Committee that is authorized to act on behalf of FOG between board meetings, including, but not limited to taking positions for the association and the expenditure of funds not to exceed 10 % or $7,500, of the current balance in the association’s accounts. All expenditures over the $7,500 limit require an approved motion by the entire Board. The Executive Committee shall report decisions and expenditures to the Board at its next scheduled meeting. The Executive Committee shall develop and maintain policy and procedures guidance to supplement these Bylaws, to be approved by the Board. Decisions by the Executive Committee shall be made by a positive vote of a majority of its Officers. A quorum of the Executive Committee shall consist of three Officers, and it is permissible to conduct meetings and vote by telephone and other electronic means.
Section 6.
All Officers and Directors shall be elected for staggered two-year terms. All Officers and Directors may be re-elected. No Officer or Director may serve more than four consecutive two-year terms. The Past President shall serve, ex officio, after a new President is elected. If the current President is re-elected, the past President continues to serve ex officio for each re-election. Former Directors that have not served on the Board for a minimum of two years are eligible for re-election to the Board.
Section 7.
In order to ensure the effective and efficient operation of the association, all Board members should strive to attend all scheduled Board meetings and respond to phone, text, and email in a timely manner. As outlined in the Policy and Operational Guidelines, Board members who fail to attend at least half of the meetings during a calendar year or do not respond to other communications will not be eligible for re-election and may be subject to removal as recommended by the Executive Committee and with approval of the Board. Board members in this situation will be given one (1) thirty (30) day notice prior to removal.
Section 8.
Board Members are entitled to assign a proxy vote on their behalf to one (1) Board Member. The assignment shall be in writing and included with the Minutes or records of said vote. This Proxy vote will include in person and electronic votes.
ARTICLE VII. OFFICERS AND THEIR ELECTIONS
Section 1.
The Officers of FOG shall consist of a President, Two (2) Vice Presidents, a Secretary, and a Treasurer.
Section 2.
Officers are elected members of the Board of Directors.
Section 2.
Officers shall be elected by the membership at its annual business meeting.
Section 3.
Officers shall assume their duties at the close of the annual business meeting at which they were elected and shall serve for a term of two years until the election and qualification of their successors.
Section 4.
A vacancy occurring in any office shall be filled for the unexpired term by a person elected by the Board of Directors.
Section 5.
In order to ensure the effective and efficient operation of the association any Officer position deemed to be a critical need to the organization is eligible for a one (1) year extension of their term limits on an annual basis. The extension(s) require a 2/3 favorable vote.
ARTICLE VIII. DUTIES OF OFFICERS
Section 1.
President - The President shall preside at all meetings of FOG and of the Board, shall perform all duties ordinarily associated with this office, or as prescribed in these bylaws or operating guidelines, or, assigned by the Board, and, shall coordinate the work of the Officers and committees of FOG in order that the purposes and objectives may be promoted. The President shall serve as the primary point of contact with the Park Superintendent and FSP.
Section 2.
Vice President I - The primary function of Vice President I shall be to preside over meetings of FOG and of the Board in the absence of the President and shall perform the duties of the President in his absence. Primary emphasis will be coordinating all aspects of Membership.
Section 3
Vice President II – The primary function of Vice President II shall be to serve as Vice President I, in the event Vice President I is unable to fulfill their duties, or, Vice President I becomes the President in the event the President steps down for any reason. Primary emphasis will be on coordinating Marketing and online presences.
Section 4
Secretary – The primary function of the Secretary shall be to serve as the recorder of official meeting minutes and FOG files as well as duties normally associated with this office. Primary emphasis will be on Communications and Record Keeping.
Section 5
Treasurer – The primary function of the Treasurer shall be to serve as the official recorder of all FOG financial information and records and perform duties normally associated with this office. Primary emphasis will be accurate financial accountability and QuickBooks data.
Section 6.
A specific detailed list of duties and responsibilities for each Officer position shall be maintained in the Operations and Guidelines Manual which the Executive Committee will update as needed, minimally yearly.
ARTICLE IX. COMMITTEES
Section 1.
To promote effective and efficient operations of the association the Executive Committee shall form committees as needed. These may include, but are not limited to: Audit, Awards, Membership, Marketing, Outreach, Governance, Nominating, Grants, Volunteers and ad hoc.
Section 2.
The Executive Committee will appoint a chair for each committee. The current President shall serve as an ex-officio member of all committees.
Section 3.
Committee composition will consist of one (1) Board member to serve as Chair and members from the Board and or general membership.
Section 4.
Upon establishment of a Committee the Board will decide on Committee goals, parameters and measurable result. Each Committee will be required to report back to the Board at each Board meeting or as requested by the President.
ARTICLE X. MEETINGS
Section 1.
Regular meetings of the Board shall be held a minimum of 5 times per calendar year. The Secretary shall give 10 days’ notice of all meetings of the Board.
Section 2.
There shall be a minimum of one Business Meeting of the membership each year, to be held between November 1st and December 31st and to be considered the Annual Meeting for business and elections. Each member shall be entitled to one vote on each matter put before the membership. Members may vote in person, and/or through other means such as electronic mail, regular mail, teleconference, etc., that the Board facilitates at its discretion. The Executive Committee shall decide specific date, time, location and agenda for this meeting. The Secretary shall give a minimum of 30 days notice of the Business Meeting to all members.
Section 3.
Special meetings of FOG membership may be called by the Executive Committee or by any two (2) Board of Directors members. In addition, meetings of the Board or Executive Committee needed to exercise the business of FOG may be called by the President. Five (5) days’ notice of any special meeting will be given by the Secretary or President.
Section 4.
Written or printed notice stating the place, day and hour of the meeting and, in case of a special meeting, the purposes for which the meeting is called, shall be delivered not less than five (5) or more than thirty (30) days before the date of the meeting, either personally, by mail, or electronically to each member entitled to vote at such meeting.
Section 5.
A quorum for the transaction of business at any meeting of the members shall be at least one (1) more than half of the current Board.
Section 6.
A simple majority vote at any meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the Board or members. Unless otherwise stated in these bylaws.
ARTICLE XI. FISCAL
Section 1.
Fiscal Year – The Fiscal year of FOG shall be January 1st thru December 31st.
Section 2.
Accountability - In order to ensure appropriate Financial Accountability, the Board shall review and establish purchasing guidelines which will be included in the Operations and Guidelines Manual.
Section 3.
Accounts – There shall be three (3) types of accounts for the management of FOG resources. The Treasurer will be responsible for ensuring all accounts are properly monitored, reported and used. Changes to any of the following accounts requires a 2/3 favorable vote of all current Board Members.
1) Checking: To be used for day-to-day operations. The fund balance should be maintained between $1,000 and $5,000. Use of this account will be regulated by the Operations and Guidelines Manual.
2) Interest Bearing: To be used as the primary savings of FOG. Funds may be transferred into and out of checking and investments as approved by the Board.
3) Investments: This account will serve as an investment tool to help build savings and provide funds for large, unexpected expenses. All actions associated with this fund require a 2/3 vote of all the current Board of Directors.
4) Electronic: Online payment methods will be directed to the checking account to help maintain the account balance.
5) Account Monitoring: At least once a year or as needed an accounting firm shall conduct a review or audit of the association’s accounts.
ARTICLE XII. AMENDMENTS
Section 1.
These bylaws may be amended at any annual or special meetings of membership by a two-third vote of the votes entitled to be cast by members present at the meeting at which a quorum is present. Notice of the proposed amendments shall have been given to each member at least ten (10) days prior to said meeting. Amendments must have been approved by the Board of Directors prior to membership meeting.
Section 2.
These bylaws may be amended at any regularly scheduled or special meetings of the Board of Directors by an unanimous vote of all Board of Directors. Notice of the proposed amendments shall have been given to each Board of Directors Member at least ten (10) days prior to said meeting.
ARTICLE XIII DISSOLUTION
Section 1.
If dissolution of FOG becomes necessary, all remaining funds and assets shall be expended in a manner that respects the objectives and purpose of the association, and, in a manner that benefits Gorges State Park.